Published on July 10, 2013
Akerman Senterfitt
One Southeast Third Avenue
Suite 2500
Miami, FL 33131-1714
Tel: 305.374.5600
Fax: 305.374.5095
July 10, 2013
VIA EDGAR
Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | OPKO Health, Inc. |
| Registration Statement on Form S-4 |
| Filed June 27, 2013 |
| File No. 333-189640 |
Dear Mr. Riedler:
On behalf of OPKO Health, Inc. (the Company or OPKO), we hereby respond to the Staffs comment letter, dated July 5, 2013, regarding the above referenced Form S-4 filed on June 27, 2013 (the Form S-4). We are simultaneously filing Amendment No. 1 to the Form S-4 (Amendment No. 1). Please note that, for the Staffs convenience, we have recited the Staffs comments in boldface type and provided our response to each comment immediately thereafter.
| 1. | Please note that we will not be able to declare your registration statement effective until we have completed our review of OPKO Healths Form 10-K for the year ended December 31, 2012. |
Response:
We acknowledge the Staffs comment. On July 9, 2013, we received a letter from the Staff indicating the Staffs completion of its review of OPKOs Form 10-K for the year ended December 31, 2012.
BOCA RATON DALLAS DENVER FORT LAUDERDALE JACKSONVILLE LAS VEGAS LOS ANGELES MADISON MIAMI NAPLES NEW YORK ORLANDO PALM BEACH SALT LAKE CITY TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON, D.C. WEST PALM BEACH
Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
July 10, 2013
Page 2
| 2. | The staff notes the limitation on reliance by stockholders in the last paragraph of page B-3 of the fairness opinion provided by Barrington Research Associates. Because it is inconsistent with the disclosures relating to the opinion, the limitation should be deleted. |
Similarly, the staff notes the description of the fairness opinion provided by Oppenheimer & Co. under Opinion of Financial Advisor to the Special Committee of PROLORs Board of Directors on page 17 as being provided for the benefit of the Special Committee (solely in its capacity as such) (emphasis added). Because this appears to be a limitation on reliance by stockholders, please delete the word solely from this description.
Alternatively, in each case, disclose the basis for the financial advisors belief that stockholders cannot rely upon the opinion to support any claims against the financial advisor arising under applicable state law (e.g., the inclusion of an express disclaimer in the financial advisors engagement letter). Describe any applicable state-law authority regarding the availability of such a potential defense. In the absence of applicable state-law authority, disclose that the availability of such a defense will be resolved by a court of competent jurisdiction. Also disclose that resolution of the question of the availability of such a defense will have no effect on the rights and responsibilities of the board of directors under applicable state law. Further disclose that the availability of such a state-law defense to the financial advisor would have no effect on the rights and responsibilities of either the financial advisor or the board of directors under the federal securities laws.
Response:
In response to the Staffs comment, we have filed an amended fairness opinion provided by Barrington Research Associates that does not contain the referenced limitation as Annex B to Amendment No. 1 and we have revised the disclosure on page 17 of Amendment No. 1.
Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
July 10, 2013
Page 3
* * *
In connection with responding to the Commissions comments, the Company has acknowledged in Exhibit A to this letter the following:
| | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We believe the responses provided above fully address the Staffs comments. If you have any questions, please call me at (305) 982-5519.
Sincerely,
AKERMAN SENTERFITT
/s/ Esther L. Moreno
Esther L. Moreno
For the Firm
| cc: | Kate Inman, Deputy General Counsel and Secretary |
| OPKO Health, Inc. |
| Daniel Greenspan |
| Amy Reischauer |
| United States Securities and Exchange Commission |
Exhibit A
OPKO Health, Inc.
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-4100
July 10, 2013
In connection with its response to the United States Securities and Exchange Commissions comment letter, dated July 5, 2013, OPKO Health, Inc. (the Company) acknowledges the following:
| | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| OPKO Health, Inc. | ||
| By: | /s/ Kate Inman | |
| Kate Inman Deputy General Counsel and Secretary |
||